• by Joe Mandese  @mp_joemandese, June 9, 2006

In what could prove to be the most closely watched vote on Madison Avenue since the Florida electoral vote count during the 2000 U.S. presidential election, Aegis Group this morning said it would let its shareholders vote via a poll next week to decide whether French corporate raider Vincent Bollore should be given seats on the Aegis board. The board emphasized that the votes would not be announced during the June 14 meeting, but would be disclosed later that day after they are reconciled with votes previously cast by proxy leading up to the meeting.

"We will use a poll at the [meeting] so that the votes of every shareholder can be fairly reflected. Using a poll is emerging best governance practice and the fairest and most democratic way of measuring the views of shareholders," said Aegis Chairman Lord Sharman, making a final appeal for shareholders to reject Bollore's bid for representation on the board due to "a severe conflict of interest."

The Aegis board maintains that Bollore, who is also chairman of Paris-based Aegis rival Havas, would have unfair influence over Aegis if he were to gain seats on its board. Bollore, who now controls 29.1 percent of Aegis' stock, orchestrated a similar takeover of Havas last year by first acquiring a critical mass of shares and then gaining seats on the board. That ultimate led to the ouster of Havas' chairman and Bollore's installation.

"We are asking those shareholders who have not yet voted to use what little time remains to make their vote count," Sharman pleaded. In an effort to make sure every Aegis shareholder vote counts, the company is allowing shareholders to vote electronically via a computer-based investor service through Monday morning.

Bollore, whose Aegis stake is just below the 30 percent threshold that would require him to make a formal takeover bid under U.K. law, has nominated two directors to the Aegis board: Philippe Germond, a former French telecommunications industry executive; and Roger Hatchuel, the former owner of the Cannes Lions International Advertising Festival.

The French connection is an interesting element of the Aegis board battle, because Aegis began by reincorporating Carat, its flagship media-buying unit, as a London company. Carat Espace originally was a Paris-based company until it ran afoul of French law. Some observers believe Bollore is seeking to wrest control of Aegis partly to repatriate those assets into a French company. Bollore also has close ties to WPP Group chairman-CEO Martin Sorrell and is believed to be discussing the possible break-up of some Aegis assets, principally Aegis' Synovate research division, which WPP would like to combine into its burgeoning research empire. Aegis' media services operations, including Carat, Vizeum, Isobar and Posterscope, presumably would be merged with Havas' MPG media operations.